IMPORTANT -- PLEASE READ CAREFULLY: THIS IS AN AGREEMENT BETWEEN YOU AND CUBE FOR ALL INC., A COMPANY INCORPORATED UNDER THE LAWS OF CANADA WITH OFFICES LOCATED IN MISSISSAUGA, ONTARIO, CANADA ("CUBE FOR TEACHERS")
BY CLICKING THE "I ACCEPT" BUTTON OR REGISTERING FOR, USING AND/OR ACCESSING THIS WEBSITE (COLLECTIVELY, INCLUDING THE CUBE FOR TEACHERS ONLINE DATABASE AND ALL RESOURCES AND OTHER CONTENT, INFORMATION AND MATERIALS AVAILABLE THROUGH THE CUBEFORTEACHERS.COM DOMAIN NAME AND ANY COUNTRY-SPECIFIC DOMAINS OR SUBDOMAINS THEREOF, THE "WEBSITE" ), YOU SIGNIFY YOUR AGREEMENT TO: (A) THESE TERMS AND CONDITIONS (THE "TERMS AND CONDITIONS"); (B) CUBE FOR TEACHERS’ PRIVACY POLICY (THE "PRIVACY POLICY") AND THE CUBE FOR TEACHERS GOLDEN RULES (COLLECTIVELY, THE "AGREEMENT"). IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT CLICK THE "I ACCEPT" BUTTON OR REGISTER FOR OR OTHERWISE USE AND/OR ACCESS THIS WEBSITE IN ANY WAY
ALTHOUGH CUBE FOR TEACHERS MAY ATTEMPT TO NOTIFY YOU WHEN MAJOR CHANGES ARE MADE TO THIS AGREEMENT, IT IS YOUR RESPONSIBILITY TO PERIODICALLY REVIEW THE MOST UP-TO-DATE VERSION AVAILABLE ON THE WEBSITE. CUBE FOR TEACHERS MAY, IN ITS SOLE DISCRETION, MODIFY OR REVISE THIS AGREEMENT IN WHOLE OR IN PART AT ANY TIME, AND YOU AGREE TO BE BOUND BY SUCH MODIFICATIONS AND REVISIONS IMMEDIATELY WHEN THEY ARE POSTED ON THE WEBSITE
1. LIMITED PERMITTED USE. Subject to the terms of this Agreement, including payment in full by you or your organization, on your behalf, of any Registration Fee(s) (as defined herein) due and/or payable, Cube for Teachers hereby grants to you a limited, personal, non-transferable, non-exclusive right to access, use and display the Website (including any updates, enhancements or modifications to the Website made available by Cube for Teachers to you from time to time on an as-available basis) via the Internet, solely in object code format and for your own teaching purposes. Your right to use the Website is limited to those rights expressly set out in this Agreement
2. RESTRICTIONS ON USE. You shall: (a) not reproduce the Website; (b) not assign this Agreement or rent, sell, publish, distribute, communicate, transfer, lease, export or grant a sublicense to use the Website except as and when authorized to do so by Cube for Teachers in writing; (c) not modify, translate, reverse engineer, decompile, disassemble or make derivative works of the Website; (d) not use the Website to operate a service bureau, drive traffic to your or any third party website for personal or commercial gain or otherwise use the Website except as authorized herein; (e) not network the Website or otherwise access the Website from more than one computer, per username, password, teacher identification number and email address, at any one time; (f) use the Website in accordance with any minimum hardware, software and/or system requirements set out therein; (g) not use the Website for any tortious or unlawful purpose, including accessing any other system or network without authorization or transmitting any material (i) in violation of applicable laws (including copyright and privacy laws), (ii) constituting unauthorized use or disclosure of a trade secret or (iii) reasonably interpretable as threatening, libelous, offensive, pornographic, profane or obscene; (h) not submit and/or post any content, information or other materials that contain a virus, Trojan horse, worm, bad link or other harmful or disruptive component or otherwise use the Website in any way that might, in Cube for Teacher’s sole discretion, subvert or conflict or interfere with the integrity, reputation, security or operation of the Website or the system(s) from which the Website is being made available; (i) provide Cube for Teachers with accurate and complete information when signing up, contributing resources and/or providing feedback; (j) not use the Website if you are a minor; and (k) take all reasonable precautions to prevent third parties from using the Website or your name, password, teacher identification number or email address or in any way that would constitute a breach of this Agreement
3. USER SUBMISSIONS. The Website provides various services that permit you and other users to contribute resources and submit and/or post comments and feedback on the Website and that may or may not be viewed by you or others, including content, links, discussion and other information and materials (collectively, "Resources"). You acknowledge that you are responsible for the Resources that you contribute, submit and/or post on the Website (collectively, "User Submissions"), and that you, and not Cube for Teachers, have full responsibility for User Submissions, including their legality, reliability, appropriateness, originality and copyright. You hereby grant to Cube for Teachers and its affiliates, contractors and users (collectively, "Representatives") a limited, worldwide, perpetual, irrevocable, non-exclusive, royalty-free right to use, reproduce, display, publish, distribute, communicate, modify, upload, sublicense and create derivative works of any User Submissions for any purpose and in any medium whatsoever, without limitation. You hereby represent, warrant and covenant that: (i) you have the right(s) required to grant the license granted in this Section 3; (ii) the User Submissions shall be free from defects, viruses, Trojan horses, worms and other harmful or disruptive components; and (iii) the User Submissions shall otherwise comply with the restrictions in Section 2 above. You hereby irrevocably and unconditionally waive in favour of Cube for Teachers and its successors in interest all moral rights (including the right to attribution of authorship and to restrain any distortion of the work) in any User Submissions. Notwithstanding any other term or condition of this Agreement, Cube for Teachers shall have the right to immediately remove any User Submissions from the Website without notice to you if you breach any of the foregoing representations, warranties and covenants, without any liability to you for such removal
Cube for Teachers may review or monitor User Submissions that are contributed to, submitted and/or posted on the Website. However, Cube for Teachers is under no obligation to do so and will not assume liability or responsibility for any User Submissions contributed, submitted and/or posted by users to the Website in any area. Cube for Teachers shall have the right (but not the obligation) in its sole discretion to refuse, move or remove any User Submissions. Cube for Teachers will fully cooperate with any legal obligation to disclose the identity of anyone posting unlawful, threatening, libellous, obscene, pornographic, profane or otherwise offensive or illegal materials on the Website4. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS. You acknowledge that Cube for Teachers and its licensors are the owners of all intellectual property rights in the Website and any materials, logos, names and other supporting materials provided to you by Cube for Teachers in connection with the Website. No title to the intellectual property rights in the Website, or any supporting materials provided to you by Cube for Teachers in connection with the Website, is transferred to you or any third party by this Agreement. You agree not to display or use in any manner the Cube for Teachers or third party trade-marks, trade names, logos, product names, service names or icons featured on the Website (the "Marks"), which are the property of their respective owners. Without limiting the generality of the foregoing, the display of the Marks on the Website does not convey or create any license or other rights in the Marks and any unauthorized use of the Marks is strictly prohibited
5. LINKS. THE WEBSITE CONTAINS LINKS TO THIRD PARTY WEBSITES AND MAY CONTAIN LINKS TO WEBSITES OWNED AND/OR OPERATED BY YOU. THE INCLUSION OF ANY LINKED WEBSITE DOES NOT IMPLY APPROVAL, ENDORSEMENT OR RECOMMENDATION OF SUCH WEBSITE OR ANY COMPONENT(S) THEREOF OR ANY ASSOCIATION WITH ITS OWNERS OR OPERATORS BY CUBE FOR TEACHERS. YOUR USE OF ANY HYPERTEXT LINK IS ENTIRELY AT YOUR OWN RISK
6. INFORMATIONAL PURPOSES, ONLY. RESOURCES AND OTHER INFORMATION AND MATERIALS PROVIDED BY THE WEBSITE ARE NOT INTENDED AS A SOURCE OF EDUCATIONAL, PROFESSIONAL, ADMINISTRATIVE, LEGAL OR OTHER ADVICE. RESOURCES AND OTHER INFORMATION AND MATERIALS ARE FOR INFORMATIONAL PURPOSES ONLY AND ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL ADVICE, ASSESSMENT AND EVALUATION. YOU AGREE THAT YOU MUST EVALUATE, AND BEAR ALL RISKS ASSOCIATED WITH, THE USE OF ANY RESOURCES OR OTHER INFORMATION AND MATERIALS, INCLUDING ANY RELIANCE ON THE AVAILABILITY, ACCURACY, COMPLETENESS, USEFULNESS OR APPROPRIATENESS OF SAME. THIS INCLUDES THE FOLLOWING: (A) UNSOLICITED INFORMATION OF A GENERAL OR EDUCATIONAL NATURE; (B) INFORMATION GENERATED IN RESPONSE TO SEARCHES BY YOU OR OTHER USERS OF THE WEBSITE; (C) LINKS AND OTHER RESOURCES THAT ARE CONTRIBUTED TO THE WEBSITE BY YOU OR OTHER USERS OF THE WEBSITE; AND (D) THIRD PARTY CONTENT THAT CUBE FOR TEACHERS MAKES AVAILABLE ON, OR OTHERWISE ACCESSIBLE THROUGH, THE WEBSITE. YOU SHOULD CONSULT THE APPLICABLE CURRICULUM BEFORE MAKING ANY DECISION OR TAKING ANY ACTION THAT MIGHT AFFECT THE SATISFACTION OR PERFORMANCE OF YOUR PROFESSIONAL OBLIGATIONS
7. NO WARRANTY. THE WEBSITE (INCLUDING ANY RESOURCES AND ANY OTHER WEBSITES THAT YOU MAY LINK TO THROUGH THE WEBSITE) IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE WEBSITE IS WITH YOU. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CUBE FOR TEACHERS DOES NOT WARRANT THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE
8. INDEMNITY. YOU HEREBY AGREE, DURING THE TERM OF THIS AGREEMENT AND AFTER THE TERMINATION HEREOF, TO INDEMNIFY AND SAVE CUBE FOR TEACHERS, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, MEMBERS, AGENTS AND CONTRACTORS (COLLECTIVELY, THE "INDEMNITEES") HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, LOSSES, SUITS, CLAIMS, DEMANDS, COSTS (INCLUDING COURT COSTS AND LEGAL FEES), FINES AND ACTIONS OF ANY KIND OR NATURE WHATSOEVER TO WHICH THEY SHALL OR MAY BECOME LIABLE FOR, OR SUFFER BY REASON OF YOUR USE OF THE WEBSITE, YOUR CONTRIBUTION, SUBMISSION AND/OR POSTING OF USER SUBMISSIONS OR ANY BREACH, VIOLATION OR NON-PERFORMANCE ON YOUR PART OF ANY TERM OR CONDITION OF THIS AGREEMENT
9. NO LIABILITY. IN NO EVENT SHALL CUBE FOR TEACHERS BE LIABLE, WHETHER IN CONTRACT (INCLUDING FUNDAMENTAL BREACH AND BREACH OF A FUNDAMENTAL TERM), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR DAMAGES (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY AND AGGRAVATED DAMAGES AND DAMAGES FOR LOSS OF USE, PROFITS OR REVENUE OR FAILURE TO REALIZE EXPECTED SAVINGS) OR ANY OTHER REMEDY RELATING TO THIS AGREEMENT, THE WEBSITE OR ANY USER SUBMISSIONS
10. CONFIDENTIAL INFORMATION, ETC. The Website incorporates trade secrets and constitutes the confidential information of Cube for Teachers and its licensors and you shall use all reasonable efforts (and in any event, efforts that are no less than those used to protect your own confidential information) to protect such aspects of the Website from unauthorized use or disclosure. You shall obtain all necessary consents to the collection, use, disclosure and/or processing by Cube for Teachers and its Representatives, for the purposes contemplated by this Agreement, of any identifying information about individuals that you provide to Cube for Teachers, or permit Cube for Teachers to access, in connection herewith. The parties agree that money damages may not be a sufficient remedy for breach of this Section 10 or Section 11, and therefore, in addition to all other remedies available to Cube for Teachers in the event of a breach or a threatened breach of this Section 10 or Section 11 by you, Cube for Teachers shall be entitled to seek specific performance and injunctive or other equitable relief. In addition to any other remedy available at law or in equity, you hereby consent to the entry of a temporary restraining order, injunction or other similar order or action of any judicial authority, without the necessity of posting a bond to enforce this Agreement
11. YOUR NAME, PASSWORD, TEACHER IDENTIFICATION NUMBER AND EMAIL ADDRESS. YOU SHALL BE RESPONSIBLE FOR ALL USE OF THE WEBSITE MADE USING YOUR NAME, PASSWORD, TEACHER IDENTIFICATION NUMBER AND EMAIL ADDRESS, REGARDLESS OF THE IDENTITY OF THE PERSON(S) MAKING SUCH USE, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CUBE FOR TEACHERS SHALL HAVE NO RESPONSIBILITY OR LIABILITY IN CONNECTION WITH ANY UNAUTHORIZED USE OF YOUR NAME, PASSWORD, TEACHER IDENTIFICATION NUMBER OR EMAIL ADDRESS. You agree to immediately notify Cube for Teachers of any unauthorized use of your name, password, teacher identification number or email address in connection with the Website, and to ensure that you properly log off after accessing and using the Website
12. NOTICE. Any notice or other communication required or permitted to be given or made hereunder shall be in writing and shall be well and sufficiently given or made if delivered by email to Cube for Teachers at notice@cubeforteachers.com and to you at the email address you provide when submitting and/or posting any User Submission. Any notice or other communication given or made in accordance with the foregoing shall be deemed to have been given or made and to have been received on the day of sending thereof, if sent during Business Hours on a Business Day and, if not, then on the first Business Day after the sending thereof. "Business Day" means any day from Monday to Friday inclusive, except statutory or civic holidays observed in Mississauga, Ontario; and "Business Hours" means the hours of 9:00 am to 5:00 p.m. (EST) on a Business Day. Either party may from time to time change its email address for notice by giving notice to the other party in accordance with this Section
13. FURTHER ASSURANCES. You agree that you will do all such acts and execute all such further documents and the like, and will cause the doing of all such acts and the execution of all such further documents as are within your power to cause the doing or execution of, as Cube for Teachers may from time to time reasonably request, in writing, and as may be necessary or desirable to give effect to this Agreement
14. FORCE MAJEURE. Cube for Teachers shall be excused from performance under this Agreement to the extent and for the period of time that Cube for Teachers or is prevented from so performing by reason of any cause beyond its reasonable control
15. INDEPENDENT CONTRACTORS. It is understood and agreed that in giving effect to this Agreement, neither party shall be or be deemed a partner or agent of the other party for any purpose and that the relationship of the parties shall be that of independent contractor. Nothing in this Agreement shall constitute a partnership or a joint venture between the parties. Neither party shall have the right to enter into agreements, pledge the credit of or incur expenses or liabilities on behalf of the other party. You further acknowledge and agree that Cube for Teachers is not, nor shall it be deemed, a partner or agent of any school, school board, Ministry, Province, union or other institution for any purpose
16. THIRD PARTY BENEFICIARIES. The parties acknowledge and agree that, although nothing in this Agreement shall confer upon any third party other than the Indemnitees any benefit of any kind, the Indemnitees shall have the benefit of this Agreement and, for such purpose, Cube for Teachers is contracting both on its own behalf and as agent and trustee for the Indemnitees. Without limiting the generality of the foregoing sentence, you agree that Cube for Teachers may enforce the indemnity in Section 8 on behalf of any Indemnitee(s)
17. ASSIGNMENT. Cube for Teachers may, at any time, without your consent, assign this Agreement, or any of its rights hereunder, in whole or in part, to any third party. You may only assign this Agreement, or any of your rights hereunder, in whole or in part, to a third party with the prior written consent of Cube for Teachers. This Agreement shall enure to the benefit of and be binding upon each of the parties and their respective successors and permitted assigns
18. GOVERNING LAW. The Website is provided by Cube for Teachers from its offices in Mississauga, Ontario, Canada. The parties agree that all matters relating to this Agreement shall be governed by and construed in accordance with the laws of Ontario and federal laws of Canada applicable therein, without regard to conflict of law rules. The parties submit to the non-exclusive jurisdiction of the courts of Ontario. The parties hereby expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods. Cube for Teachers makes no representation that the Website are appropriate or available for use in locations outside of Ontario, Canada and accessing the Website from locations where the Website are illegal is prohibited. If you choose to access and/or use the Website from a location outside of Ontario, Canada, you do so on your own initiative and are responsible for compliance with local laws
19. CHOICE OF LANGUAGE. The parties have required that this Agreement be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents que s’y attachent soient rédigés en anglais
20. MISCELLANEOUS. This Agreement, including the Terms and Conditions, the Privacy Policy and the Guidelines, is the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior or collateral oral or written representations or agreements relating to such subject matter. Any conflict or inconsistency between the Terms and Conditions and the Privacy Policy and the Guidelines shall be resolved in favour of the Terms and Conditions. Cube for Teachers may, in its sole discretion, revise this Agreement at any time without notice to you. In the event that one or more of the provisions of this Agreement are held to be illegal or unenforceable, the parties shall substitute, by mutual consent, valid provisions for such invalid provisions, which valid provisions in their economic effect shall be similar to the invalid provisions, such that it may be reasonably assumed that the parties would have entered into this Agreement pursuant to such valid provisions. In the event that the parties cannot agree upon such valid provisions, the invalidity of any provisions of this Agreement shall not affect the validity of this Agreement as a whole or in part, unless such invalid provisions are held to be a material part of this Agreement such that it may be reasonably assumed that the parties would not have entered into this Agreement without such provisions in place. A waiver by either party hereto of any of its rights hereunder or of the performance by the other party of any of its obligations hereunder shall be without prejudice to all of the other rights hereunder of the party so waiving and shall not constitute a waiver of any such other rights or, in any other instance, of the rights so waived, or a waiver of the performance by the other party of any of its other obligations hereunder or of the performance, in any other instance, of the obligations so waived. No waiver by either party of any of its obligations hereunder shall be effective or binding upon such party unless same shall be expressed in writing
In this Agreement, "including" means, "including but not limited to"; and "includes" and similar expressions have corresponding meanings. In this Agreement, "Website" means the Website and/or any component(s) thereof